An NDA (non-disclosure agreement) is a contract where people agree to keep certain information private and to use it only for a stated purpose. Our free NDA template is a mutual version: both sides share and both sides protect, which is what most business conversations between two companies or a company and a freelancer actually look like.
When do you need an NDA?
You need one before you share anything you’d be hurt by seeing in a competitor’s hands: pricing, customer lists, source code, product plans, financials, a recipe. Common moments are exploring a partnership, talking to a potential buyer or investor, hiring a contractor who will see internal systems, or pitching a white-label deal to a supplier.
Say, hypothetically, you run a small software company and a larger firm wants to discuss reselling your product. They’ll want your roadmap and pricing, and you’ll want to see their customer numbers. A mutual non-disclosure agreement covers both directions in one document, signed once.
An NDA isn’t always needed. For a quick, general sales call where nobody shares anything sensitive, asking for one can slow things down for no reason. Save it for when real information is about to change hands.
If only one side is sharing, a one-way NDA is simpler; you can adapt this template by deleting the reciprocal language. For employees, confidentiality usually belongs in the employment agreement itself. And if you’re forming a business together, put confidentiality in the partnership agreement.
What should a non-disclosure agreement include?
Here’s how our NDA template works, clause by clause.
Purpose
A short description of why you’re sharing information, for example “evaluating a possible reseller arrangement.” The recipient may use the information only for that purpose. This is the clause people skip, and it’s the one that stops the other side from using your data to build a competing product.
What counts as confidential
Anything shared for the purpose that is marked confidential, or that a reasonable person would understand to be confidential from its nature. That second part matters, because nobody remembers to stamp every email.
What doesn’t count
The standard exclusions: information that’s already public (not through the recipient’s fault), that the recipient already knew, that it gets from someone else without a duty of confidence, or that it develops independently. Without these, an NDA can become unreasonable fast.
Obligations
Keep it secret with at least reasonable care, share it only with people inside your organization (and advisers) who need it and are bound to keep it confidential, and tell the other side if there’s a leak.
Legally required disclosure
If a court or regulator orders disclosure, the recipient can comply, after giving notice where the law allows so the other side can object.
How long the promises last, and what happens to the information at the end: returned or destroyed on request.
No license, no obligation to do a deal
Sharing information doesn’t give away ownership, and signing the NDA doesn’t commit anyone to go ahead with the deal.
Whistleblower immunity notice
Our template includes the notice from the federal Defend Trade Secrets Act, at 18 U.S.C. 1833(b). Under that section, an individual can’t be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret in confidence to a federal, state or local government official, or to an attorney, solely to report or investigate a suspected violation of law, or in a court filing made under seal. Employers must include notice of this immunity in any contract with an employee (which the statute defines to include contractors and consultants) that governs the use of trade secrets or confidential information. If they don’t, they can’t be awarded exemplary damages or attorney fees against that person under the Act. The rule applies to agreements entered into or updated after May 11, 2016. Between two companies the notice may not be strictly required, but it costs nothing to include and it keeps the template safe to reuse with individual contractors.
What should you check before you sign an NDA?
Check the governing law and the term, because both change a lot about how the NDA plays out. And be careful about what else is bundled in. Some NDAs carry non-compete or non-solicitation clauses, and whether those are enforceable depends heavily on the state and the circumstances. Our template leaves them out on purpose. If you need one, get advice where you are.
How do you fill in the NDA template and get it signed?
- Fill in both parties’ legal names, the purpose, the effective date, the term, and the governing state.
- Read the exclusions and the definition of confidential information and make sure they fit what you’ll share.
- Sign before any sensitive information changes hands, not after the meeting.
- Send it for signature. NDAs are one of the easiest documents to e-sign: the federal ESIGN Act says a contract can’t be denied legal effect just because an electronic signature was used, and NDAs aren’t in any of its listed exceptions. More in are electronic signatures legally binding.
- Keep the signed copy where you’ll find it in two years when the question comes up.
Download it, fill in the blanks, and send it for e-signature with any tool you like. (We’re building SignWren for exactly this; join the waitlist.)
This page is general information, not legal advice. For a specific contract or dispute, talk to a lawyer licensed where you are.
Template from signwren.com. General information, not legal advice. Check your state's rules and adapt it before you use it.
MUTUAL NON-DISCLOSURE AGREEMENT
Effective date: [date]
Party A: [full legal name or company name]
Address: [street, city, state, ZIP]
Party B: [full legal name or company name]
Address: [street, city, state, ZIP]
Each party may share Confidential Information with the other. A party sharing information is the "Discloser" and a party receiving it is the "Recipient." Each party can be both.
1. Purpose
The parties want to share information to [describe the purpose, for example "evaluate a possible reseller arrangement between them"] (the "Purpose").
2. What is Confidential Information
"Confidential Information" means any information the Discloser shares with the Recipient in connection with the Purpose, in any form (written, electronic, spoken or visual), that is:
- marked or described as confidential when shared; or
- something a reasonable person would understand to be confidential because of its nature and the circumstances of sharing.
Examples include business plans, pricing, customer and supplier information, financial information, product plans, software, designs, know-how and trade secrets.
3. What is not Confidential Information
Confidential Information does not include information that the Recipient can show:
- is or becomes public, other than through a breach of this agreement;
- the Recipient already knew, without a duty of confidentiality, before receiving it from the Discloser;
- the Recipient receives from someone else who is free to share it; or
- the Recipient develops independently without using the Discloser's Confidential Information.
4. Recipient's obligations
The Recipient will:
- use the Confidential Information only for the Purpose;
- keep it confidential, using at least the same care it uses for its own similar information, and never less than reasonable care;
- share it only with its employees, contractors and professional advisers who need to know it for the Purpose and who are bound by confidentiality duties at least as protective as this agreement (the Recipient is responsible for their compliance); and
- tell the Discloser promptly in writing if it learns of any unauthorized use or disclosure, and take reasonable steps to limit the harm.
5. Disclosure required by law
The Recipient may disclose Confidential Information if required by law, regulation or court order. Where the law allows, the Recipient will first give the Discloser prompt written notice so the Discloser can seek protection, and will disclose only what is legally required.
6. Whistleblower immunity notice
Nothing in this agreement prevents any individual from reporting a possible violation of law to a government agency or from making disclosures protected by law. Under 18 U.S.C. 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret that is made (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the court proceeding, if they file any document containing the trade secret under seal and do not disclose it except under court order.
7. Term
This agreement covers information shared from the effective date until [date or "the end of the parties' discussions about the Purpose"]. The Recipient's obligations for each item of Confidential Information last for [number] years after it is shared. For any trade secret, the obligations last for as long as it remains a trade secret under applicable law.
Either party may end the sharing period earlier by written notice. Obligations for information already shared continue as stated above.
8. Return or destruction
When the Discloser asks in writing, or when this agreement ends, the Recipient will promptly return or destroy the Discloser's Confidential Information and confirm this in writing. The Recipient may keep copies that are required by law or that sit in routine backups, as long as they stay confidential under this agreement.
9. No license and no obligation
All Confidential Information stays the property of the Discloser. Nothing in this agreement grants any license or rights in it, except the limited right to use it for the Purpose.
Neither party has to share any particular information or enter into any further agreement or transaction. Confidential Information is provided "as is," without any promise about its accuracy or completeness.
10. Remedies
Unauthorized use or disclosure may cause harm that money alone can't fix. The Discloser may seek a court order to stop a breach or threatened breach, in addition to any other remedies available by law.
11. General terms
Notices. Notices must be in writing and sent to the addresses above (or a new address a party gives in writing), by mail, hand delivery or email.
Entire agreement. This is the whole agreement between the parties about Confidential Information shared for the Purpose.
Amendments. Changes must be in writing and signed by both parties.
No assignment. Neither party may transfer this agreement without the other's written consent, except to a successor to its whole business.
Governing law. The law of [State] governs this agreement.
Severability. If any part of this agreement is found unenforceable, the rest stays in effect.
Electronic signatures and counterparts. The parties agree this agreement may be signed electronically and in counterparts, and an electronic signature has the same effect as a handwritten one.
Signatures
Party A
Signature: ______________________________
Name: [full name]
Date: [date]
Party B
Signature: ______________________________
Name: [full name]
Date: [date]